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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
Under the Securities Exchange Act of 1934*
Carrizo Oil & Gas, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
144577 10 3
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(CUSIP Number)
Paul B. Loyd, Jr.
901 Threadneedle, Suite 200
Houston, Texas 77079
(281) 496-9994
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 15, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page should be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 144577 10 3
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(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Paul B. Loyd, Jr.
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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(3) SEC Use Only
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(4) Source of Funds
PF SC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
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(6) Citizenship or Place of Organization
United States of America
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Number of (7) Sole Voting Power
Shares 1,649,974 Shares (92,006 of which are issuable
Beneficially upon the exercise of a Warrant and 7,500 of which are
Owned by issuable upon the exercise of certain options)
Each --------------------------------------------------------------
Reporting (8) Shared Voting Power
Person with 0 Shares
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(9) Sole Dispositive Power
1,649,974 Shares (92,006 of which are issuable
upon the exercise of a Warrant and 7,500 of which are
issuable upon the exercise of certain options)
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(10) Shared Dispositive Power
0 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,649,974
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
[X]
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(13) Percent of Class Represented by Amount in Row (11)
11.7%
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(14) Type of Reporting Person (See Instructions) IN
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INTRODUCTORY NOTE.
This Amendment No. 2 to Schedule 13D is being filed on behalf of Paul B.
Loyd, Jr. ("Mr. Loyd") to supplement certain information set forth in the
Schedule 13D relating to securities of Carrizo Oil & Gas, Inc., a Texas
corporation (the "Company"), originally filed by Mr. Loyd on August 21, 1997 and
amended by Amendment No. 1 dated January 8, 1998 (as so amended, the "Original
Statement"), with respect to the Common Stock, par value $.01 per share (the
"Common Stock"), of the Company. Unless otherwise indicated, each capitalized
term used but not defined herein shall have the meaning assigned to such term in
the Original Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The sources of funds for the purchase of securities described herein
were personal funds and the repayment of a bridge loan extended to the Company
by its outside directors, including Mr. Loyd.
ITEM 4. PURPOSE OF TRANSACTION
As more fully described in Item 5 and Item 6, Mr. Loyd acquired (i)
121,212 shares of Common Stock for the aggregate purchase price of $266,666
($2.20 per share), (ii) warrants to purchase 92,006 shares of Common Stock for
the aggregate purchase price of $8,280.54 and (iii) notes in the aggregate
principal amount of $733,333 for the aggregate purchase price of $725,052. Mr.
Loyd may seek to acquire, dispose of or take any other action of a type
described in the Original Statement with respect to the Common Stock, the
warrants or the notes. The number of shares or other securities subject to such
transactions, if any, will be subject to, among other things, market conditions
as they exist from time to time as well as other factors described in the
Original Statement.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Loyd beneficially owns an aggregate of 1,649,974 shares of Common
Stock (approximately 11.7% of the 14,110,870 shares deemed to be outstanding as
of December 15, 1999 (consisting of 14,011,364 shares of Common Stock, 92,006
warrants to purchase Common Stock and 7,500 options that are exercisable within
60 days, but not including 7,500 other options held by Mr. Loyd)).
On December 15, 1999 the Company consummated the transactions (the
"Financing") contemplated by a Securities Purchase Agreement dated December 15,
1999 (the "Securities Purchase Agreement") among the Company, CB Capital
Investors, L.P. ("Chase"), Mellon Ventures, L.P. ("Mellon"), Paul B. Loyd, Jr.,
Douglas A.P. Hamilton and Steven A. Webster (excluding the Company, the
"Investors"). Such transactions included (i) the payment by the Investors of an
aggregate purchase price of $30,000,000, (ii) the sale of an aggregate of
$22,000,000 principal amount of 9% Senior Subordinated Notes due 2007 (the
"Notes") to the Investors, (iii) the sale of an aggregate of 3,636,364 shares of
the Company's Common Stock for $2.20 per share to the Investors, (iv) the sale
of warrants (the "Warrants") to purchase up to 2,760,189 shares of the Company's
Common Stock (the "Warrant Shares") at the exercise price of $2.20 per share,
subject to adjustments, to the Investors, (v) the execution of the Shareholders
Agreement dated December 15, 1999 (the "Shareholders Agreement") among the
Company, Chase, Mellon, Paul B. Loyd, Jr., Douglas A.P. Hamilton, Steven A.
Webster, S.P. Johnson IV, Frank A. Wojtek and DAPHAM Partnership, L.P., (vi) the
execution and delivery of the Warrant Agreement dated December 15, 1999 (the
"Warrant Agreement") among the Company, Chase, Mellon, Paul B. Loyd, Jr.,
Douglas A.P. Hamilton and Steven A. Webster, (vii) the execution of the
Registration Rights Agreement dated December 15, 1999 ("Chase Registration
Rights Agreement") among the Company, Chase and
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Mellon, (viii) the execution of the Amended and Restated Registration Rights
Agreement dated December 15, 1999 ("Amended Founders Registration Rights
Agreement") among the Company, Paul B. Loyd, Jr., Douglas A.P. Hamilton, Steven
A. Webster, S.P. Johnson IV, Frank A. Wojtek and DAPHAM Partnership, L.P., and
(ix) the execution of a Compliance Sideletter dated December 15, 1999 among the
Company, Chase and Mellon (the "Compliance Sideletter").
Also on December 15, 1999 the Company consummated the transactions (the
"Enron Repurchase") contemplated by the Stock and Warrant Purchase Agreement
dated December 1, 1999 ("Enron Purchase Agreement") among the Company and Enron
North America Corp. ("ENA"), Joint Energy Development Investments II Limited
Partnership ("JEDI II") and Sundance Assets, L.P. ("Sundance") (ENA, JEDI II and
Sundance, collectively, the "Enron Parties"). Such transactions included (i) the
payment to the Enron Parties of an aggregate purchase price of $12,000,000 and
other fees, (ii) the repurchase of all the outstanding shares of the Company's
9% Series A Preferred Stock, (iii) the repurchase of 750,000 currently
outstanding warrants to purchase the Company's Common Stock held by the Enron
Parties and (iv) the amendment of the terms of 250,000 warrants (the "Retained
Enron Warrants") to purchase the Company's Common Stock retained by the Enron
Parties. The exercise price of the Retained Enron Warrants was reduced from
$11.50 per share to $4 per share as contemplated by the Enron Purchase
Agreement.
The parties to the Shareholders Agreement may be deemed to have formed a
group pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Nothing herein shall constitute an
affirmance that any such group exists; however, any such group could be deemed
to have beneficial ownership, for purposes of Sections 13(g) and 13(d) of the
Exchange Act, of all equity securities of the Company beneficially owned by such
parties. Such parties would, as of December 15, 1999, be deemed to beneficially
own an
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aggregate of 12,689,556 shares of Common Stock, or approximately 75.1% of the
total number of shares of the Company's Common Stock deemed to be outstanding as
of December 15, 1999. Mr. Loyd disclaims the beneficial ownership of any Common
Stock owned by such other parties. For a description of the Shareholders
Agreement, see Item 6, Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Mr. Loyd has sole voting power with respect to the Common Stock held by
him, and the sole power to dispose or direct the disposition of the Common Stock
held by him (subject to the Shareholders Agreement).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
In addition to providing for the foregoing transactions, the Securities
Purchase Agreement provides that the Notes will be subordinated and subject in
right of payment to the prior payment of certain senior indebtedness of the
Company.
The Securities Purchase Agreement includes certain representations,
warranties and covenants by the parties, including affirmative and negative
covenants by the Company that are described in the Company's Form 8-K dated
December 15, 1999. The Company is obligated to indemnify the Investors for
breaches of representations, warranties and covenants contained in the
Securities Purchase Agreement or in other documents furnished in connection with
the Securities Purchase Agreement and for certain third-party claims.
Chase required that the Company's outside directors, Messrs. Loyd,
Hamilton and Webster, invest an aggregate of at least $3,000,000 in the
Financing and each invested $1,000,000 in the Financing. As part of the
Financing, an aggregate fee of $405,000 was paid to Chase and Mellon.
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Of the approximately $29,000,000 net proceeds of the Financing,
$12,060,000 was used to fund the Enron Repurchase and related expenses,
$2,025,000 was used to repay a bridge loan extended to the Company by its
outside directors, including Mr. Loyd, and $3,000,000 was used to repay other
indebtedness.
Under the Shareholders Agreement each of S.P. Johnson IV, Frank A.
Wojtek, Paul B. Loyd, Jr., Douglas A.P. Hamilton, Steven A. Webster, DAPHAM
Partnership, L.P., Chase and Mellon (the "Shareholders") have agreed not to
transfer shares of the Common Stock or the Warrants to a competitor of the
Company and have agreed to cause certain transferees to be bound by the
Shareholders Agreement.
The Shareholders Agreement provides that so long as Chase owns at least
15% of the Common Stock of the Company (with percentage ownerships being
determined as specified in the Shareholders Agreement), the Shareholders agree
to vote their shares to cause the number of directors constituting the Board of
Directors to be seven and to cause the election of two directors to be nominated
by Chase. The Shareholders have agreed, so long as Chase owns at least 7.5% of
the Common Stock (with percentage ownerships being determined as specified in
the Shareholders Agreement) of the Company but less than 15%, to vote their
shares to cause the number of directors constituting the Board of Directors to
be seven and to cause the election of one director to be nominated by Chase. The
Shareholders have also agreed if at any time after December 15, 2004, Chase then
owns at least 15% of the Common Stock (with percentage ownerships being
determined as specified in the Shareholders Agreement) that, unless there shall
have occurred certain completed or proposed sale transactions involving the
Company or there has occurred a specified minimum public float of Common Stock,
then Chase has the right to designate two additional members to the Board and
the size of the Board shall be increased accordingly. The Shareholders have
agreed to
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vote their shares in accordance with such arrangement. The Company may, upon
Board approval, increase the size of the Board by one additional member at any
time after its next shareholders meeting. If the Company at any other time
increases the size of the Board of Directors, the Shareholders have agreed to
take action, including the voting of their securities, to cause to be elected
the number of directors nominated by Chase necessary to maintain the applicable
proportion of directors nominated by Chase to the Board of Directors.
Pursuant to the Shareholders Agreement, Messrs. Christopher Behrens and
Arnold Chavkin were appointed to the Company's Board of Directors. Prior to
joining Chemical Investments, Inc., Mr. Chavkin was a specialist in investment
and merchant banking at Chemical Bank for six years.
For so long as Chase is entitled to designate a director, at least one
such director is required to be a member of each committee of the Company's
Board of Directors and the board of directors of any subsidiary of the Company.
The Company has, in connection with the Shareholders Agreement, established a
Budget Committee of the Board of Directors that will consider matters relating
to the Company's drilling program, the Company's budget and related matters. In
certain circumstances in which Chase is entitled to name a director and such
directorship is vacant, Chase may instead appoint one or more Board observers in
lieu of directors.
The Company has agreed to submit for approval by the Company's
shareholders the issuance of the Warrants, the Warrant Shares and the Common
Stock as contemplated by the Securities Purchase Agreement at the Company's next
shareholders' meeting. The Shareholders have agreed to vote their securities to
approve such action.
The Company agreed in the Shareholders Agreement to limit the maximum
number of common stock equivalents issuable under the Company's equity incentive
plans to 2.5 million
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shares and equivalents (including any shares and equivalents issued or issuable
as of the date of the Shareholders Agreement).
The Shareholders have also agreed in the Shareholders Agreement to
cooperate with the Company in complying with the terms of the Compliance
Sideletter (described below), including by voting in favor of actions taken to
remedy certain regulatory problems.
If S.P. Johnson IV, Frank A. Wojtek, Paul B. Loyd, Jr., Douglas A.P.
Hamilton, Steven A. Webster, DAPHAM Partnership L.P. or certain transferees
thereof (each a "Founder Shareholder") desires to make certain transfers of
shares of Common Stock that are not Public Sales (as determined in the
Shareholders Agreement), such Founder Shareholder must allow Mellon and any
Shareholder who holds at least 10% of the Common Stock of the Company and is not
a Founder Shareholder (collectively, the "Significant Shareholders") the option
also to include shares in the transfer. If the prospective transferee is
unwilling or unable to acquire all such shares, then the transferring Founder
Shareholder may either cancel the proposed transfer or allocate on a
proportional basis the number of shares the prospective transferee is willing to
acquire among the transferring Founder Shareholder and the Significant
Shareholders.
Under the Shareholders Agreement, the Company has granted to the
Significant Shareholders rights to purchase certain (i) equity securities, (ii)
debt securities, (iii) options, warrants and other rights to acquire each of
such securities and (iv) common stock equivalents convertible into or
exchangeable for equity securities issuable by the Company, provided that
securities issued pursuant to equity incentive plans, securities issued in
certain public offerings, securities issued as consideration in a merger,
business combination or acquisition, certain securities issued upon conversion
of other securities, the Warrant Shares, and certain distributions of securities
are all excluded from this right.
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The Shareholders Agreement terminates upon the first to occur of (a)
notice of termination by holders of 50% of the shares held by Chase or Mellon
(and certain of their transferees), (b) certain sale transactions involving the
Company or (c) the time neither Chase nor Mellon (or certain of their
transferees) owns more than 7 1/2% of the Common Stock.
The Warrants are exercisable at any time prior to the expiration date on
December 15, 2007 for the purchase of an aggregate of 2,760,189 shares of Common
Stock at an exercise price of $2.20 per share, subject to certain adjustments.
Each Warrant may be exercised by cash payment or on a "cashless basis"
by utilizing the average market price during the 4-day trading period preceding
the date of exercise.
The number and kind of Warrant Shares issued and the exercise price are
subject to adjustment in certain circumstances, including (a) if the Company
pays a dividend in Common Stock or distributes shares of its Common Stock,
subdivides, splits or reclassifies its outstanding shares of Common Stock into a
larger number of shares of Common Stock, or combines its outstanding shares of
Common Stock into a smaller number of shares of Common Stock, (b) if the Company
issues shares of Common Stock or securities exercisable or exchangeable for or
convertible into shares of Common Stock for no consideration or for less than
the market value ( as specified in the Warrant) of the Common Stock, subject to
certain exceptions, (c) if the Company distributes any of its equity securities
(other than Common Stock or options) to the holders of the Common Stock on a pro
rata basis, (d) if the Company engages in a consolidation, merger or business
combination, sells all of its assets to another person or entity, or enters into
certain capital reorganizations or reclassifications of the capital stock of the
Company or (e) the Company takes certain other actions affecting its Common
Stock.
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The Chase Registration Rights Agreement provides registration rights
with respect to the shares of Common Stock held by Chase and Mellon as of
December 15, 1999 and any shares issuable upon the conversion of certain other
securities of the Company (the "Investor Registrable Securities"). The Company
may generally be required to effect four demand registrations, subject to
certain conditions and limitations. Shareholders owning not less than 51% of the
then-outstanding shares of Investor Registrable Securities may demand that the
Company effect a registration under the Securities Act for the sale of not less
than 5% of the shares of Investor Registrable Securities then outstanding. The
holders of the registration rights also have limited rights to require the
Company to include their shares of Common Stock in connection with other
registered offerings by the Company. The registration rights will terminate as
to any holder of Investor Registrable Securities at such time as such holder may
sell under Rule 144 all Investor Registrable Securities then held by such
holder. This agreement requires the investor parties to this agreement to agree
to certain lock-up restrictions in connection with certain public offerings
registered by the Company.
The Founders Registration Rights Agreement, to which Mr. Loyd is a
party, was amended to provide that the Company may generally be required to
effect four demand registrations (rather than the previous six), subject to
certain conditions and limitations, and to provide for the integration of such
agreement with the Chase Registration Rights Agreement.
The Company agreed in a Compliance Sideletter with Chase and Mellon to,
among other things, use commercially reasonable efforts to assist these
shareholders in remedying or preventing certain regulatory problems of such
shareholders that may be asserted by the Small Business Administration, the
Federal Reserve Board, the Controller of Currency or any other governmental
regulatory agency concerned with the regulation of banks or financial services
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institutions. These actions include without limitation, assisting in
facilitating certain transfers, and permitting such investors to exchange voting
securities for similar non-voting securities. The Company also agreed with Chase
and Mellon to comply with certain small business administration and other
regulation and to provide information relating thereto to such investor.
Each of the Company's five directors, including Mr. Loyd, entered into
an amendment to his indemnification agreement that provides that nothing in the
Shareholders Agreement or in the transactions contemplated by the Securities
Purchase Agreement will constitute a "Change of Control" within the meaning of
such term in each such director's indemnification agreement.
The Company also amended its Amended and Restated Bylaws (the "Bylaws")
to provide that nothing in the Shareholders Agreement or in the transactions
contemplated by the Securities Purchase Agreement will constitute a "Change of
Control" within the meaning of such term in the Bylaws.
As part of the Enron Repurchase, the shareholders agreement described in
the Original Statement among various Enron Corp. affiliates, the Company, Mr.
Loyd and certain other shareholders of the Company was terminated.
The descriptions of the Securities Purchase Agreement, the Shareholders
Agreement, the Warrant Agreement, the Chase Registration Rights Agreement, the
Amended Founders Registration Rights Agreement, the Compliance Sideletter, the
form of amendment to the indemnification agreements, the amendment to the
Company's Amended and Restated Bylaws and the Enron Purchase Agreement do not
purport to be complete and are qualified in their entity by provisions of each
such agreement, copies of which have been filed as Exhibits 10, 11, 12, 13, 14,
15, 16, 17 and 18, respectively, and which are incorporated by reference herein.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10 Securities Purchase Agreement dated December 15, 1999 among
the Company, CB Capital Investors, L.P., Mellon Ventures,
L.P., Paul B. Loyd, Jr., Douglas A.P. Hamilton and Steven A.
Webster (incorporated herein by reference to Exhibit 99.1 to
the Company's Form 8-K dated December 15, 1999).
Exhibit 11 Shareholders Agreement dated December 15, 1999 among the
Company, CB Capital Investors, L.P., Mellon Ventures, L.P.,
S.P. Johnson IV, Frank A. Wojtek, Paul B. Loyd, Jr., Douglas
A.P. Hamilton, Steven A. Webster and DAPHAM Partnership,
L.P. (incorporated herein by reference to Exhibit 99.2 to
the Company's Form 8-K dated December 15, 1999).
Exhibit 12 Warrant Agreement dated December 15, 1999 among the Company,
CB Capital Investors, L.P., Mellon Ventures, L.P., Paul B.
Loyd, Jr., Douglas A.P. Hamilton and Steven A. Webster
(incorporated herein by reference to Exhibit 99.3 to the
Company's Form 8-K dated December 15, 1999).
Exhibit 13 Registration Rights Agreement dated December 15, 1999 among
the Company, CB Capital Investors, L.P. and Mellon Ventures,
L.P. (incorporated herein by reference to Exhibit 99.4 to
the Company's Form 8-K dated December 15, 1999).
Exhibit 14 Amended and Restated Founders Registration Rights Agreement
dated December 15, 1999 among the Company, S.P. Johnson IV,
Frank A. Wojtek, Paul B. Loyd, Jr., Douglas A.P. Hamilton,
Steven A. Webster and DAPHAM Partnership, L.P. (incorporated
herein by reference to Exhibit 99.5 to the Company's Form
8-K dated December 15, 1999).
Exhibit 15 Compliance Sideletter dated December 15, 1999 among the
Company, CB Capital Investors, L.P. and Mellon Ventures,
L.P. (incorporated herein by reference to Exhibit 99.6 to
the Company's Form 8-K dated December 15, 1999).
Exhibit 16 Form of Amendment to Director Indemnification Agreement
(incorporated herein by reference to Exhibit 99.8 to the
Company's Form 8-K dated December 15, 1999).
Exhibit 17 Amendment No. 2 to the Company's Amended and Restated Bylaws
(incorporated herein by reference to Exhibit 3.1 to the
Company's Form 8-K dated December 15, 1999).
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Exhibit 18 Stock and Warrant Purchase Agreement dated December 1, 1999
among the Company, Enron North America Corp., Sundance
Assets, L.P. and Joint Energy Development Investments II
Limited Partnership (incorporated herein by reference to
Exhibit 99.1 to the Company's Form 8-K dated December 1,
1999).
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After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: January 3, 2000.
/s/ Paul B. Loyd, Jr.
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Paul B. Loyd, Jr.
